PART 5
CONTROL OF OWNERSHIP AND
MANAGEMENT, ETC., OF AIRPORT LICENSEES
AND DESIGNATED ENTITIES |
[Act 20 of 2024 wef 01/04/2025] | Division 1 — Interpretation |
| Interpretation of this Part |
56A.—(1) In this Part —| “5% controller” has the meaning given by section 56B; |
“25% controller”, in relation to a designated entity, means a person who, alone or together with that person’s associates —| (a) | holds 25% or more, but less than 50%, of the total equity interests in that designated entity; or | | (b) | is in a position to control 25% or more, but less than 50%, of the voting power in that designated entity; |
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“50% controller”, in relation to a designated entity, means a person who, alone or together with that person’s associates —| (a) | holds 50% or more, but less than 75%, of the total equity interests in that designated entity; or | | (b) | is in a position to control 50% or more, but less than 75%, of the voting power in that designated entity; |
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“75% controller”, in relation to a designated entity, means a person who, alone or together with that person’s associates —| (a) | holds 75% or more of the total equity interests in that designated entity; or | | (b) | is in a position to control 75% or more of the voting power in that designated entity; |
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“acquisition” includes an agreement to acquire, but does not include —| (a) | an acquisition by will or by operation of law; or | | (b) | an acquisition by way of enforcement of a loan security; |
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| “arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied; |
| “business trust” has the meaning given by section 2 of the Business Trusts Act 2004; |
“chief executive officer”, in relation to a designated entity or the trustee-manager of a designated entity, means an individual (by whatever name called) who —| (a) | is in the direct employment of, or acting for or by arrangement with, the designated entity or trustee-manager, as the case may be; and | | (b) | is principally responsible for the management and conduct of the designated entity or trustee-manager, as the case may be, |
| and includes any individual for the time being performing all or any of the functions of a chief executive officer; |
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| “Class 1 designated operating entity” means a designated operating entity that is also an airport licensee or a designated business trust; |
| “Class 2 designated operating entity” means a designated operating entity that is neither an airport licensee nor a designated business trust; |
| “control” includes control as a result of, or by means of, any trust, agreement, arrangement, understanding or practice, whether or not having legal or equitable force and whether or not based on legal or equitable rights; |
| “decrease”, in relation to the holding of equity interests, includes a decrease to a point of nil; |
| “designated business trust” means a business trust that is established wholly or partly in respect of an airport (or any part of an airport) and which has been declared by the Authority, by notification in the Gazette, to be a designated business trust for the purposes of this Part; |
| “designated entity” means a designated equity interest holder or a designated operating entity; |
| “designated equity interest holder” means an entity that has been designated as a designated equity interest holder under section 64; |
| “designated operating entity” means an entity that has been designated as a designated operating entity under section 64; |
| “director” has the meaning given by section 4(1) of the Companies Act 1967; |
| “effective designation date”, in relation to a designated entity, means the date specified under section 64(3) as the date on which the designation of that entity as a designated operating entity or designated equity interest holder (as the case may be) takes effect; |
| “entity” means any sole proprietorship, partnership, corporation or other body of persons, whether corporate or unincorporate, and includes a business trust; |
“equity interest” —| (a) | in relation to a corporation — means a voting share in that corporation; | | (b) | in relation to an entity other than a corporation — means any right or interest, whether legal or equitable, in that entity (by whatever name called) which gives the holder of that right or interest voting power in that entity; and | | (c) | in relation to a business trust — means a unit in that business trust; |
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| “essential transport service” means any service or facility specified or described in the Third Schedule which is necessary for the continuity of, or to support, the provision of air transport; |
| “increase”, in relation to the holding of equity interests, includes an increase from a starting point of nil; |
“indirect controller”, in relation to a designated entity, means any person, whether acting alone or together with any other person, and whether with or without holding equity interests or controlling the voting power in the designated entity —| (a) | whose directions, instructions or wishes —| (i) | the directors or other officers of the designated entity; or | | (ii) | the trustee-manager (in the case of a designated entity that is a business trust), |
| is accustomed or under an obligation, whether formal or informal, to act in accordance with; or |
| | (b) | who is in a position to determine the policy of the designated entity, |
| (c) | any person who is —| (i) | a director or other officer of the designated entity; or | | (ii) | the trustee‑manager (in the case of a designated entity that is a business trust); or |
| | (d) | any person whose directions, instructions or wishes —| (i) | the directors or other officers of the designated entity; or | | (ii) | the trustee-manager (in the case of a designated entity that is a business trust), |
| is accustomed to act in accordance with by reason only that the acting is on advice given by the person in that person’s professional capacity; |
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| “liquidator” includes the Official Receiver when acting as the liquidator of a corporation; |
“officer”, in relation to a corporation, includes —| (a) | a director or secretary of, or a person employed in an executive capacity by, the corporation; | | (b) | any receiver or manager, or any receiver and manager, of any part of the undertaking of the corporation, appointed under a power contained in any instrument or by the General Division of the High Court or by creditors; | | (c) | any liquidator of the corporation appointed in a voluntary winding up or by the General Division of the High Court or by creditors; and | | (d) | any judicial manager of the corporation appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018; |
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| “Official Receiver” has the meaning given by section 2(1) of the Insolvency, Restructuring and Dissolution Act 2018; |
| “related corporation”, in relation to a corporation, means another corporation that is deemed under section 56D(2) to be related to that corporation; |
| “share”, in relation to a corporation, means a share in the share capital of the corporation and includes stock into which all or any of the share capital of the corporation has been converted; |
| “treasury share” has the meaning given by section 4(1) of the Companies Act 1967; |
| “trustee‑manager” has the meaning given by section 2 of the Business Trusts Act 2004; |
| “unit” has the meaning given by section 2 of the Business Trusts Act 2004; |
| “unitholder” means a person who holds units in a business trust; |
| “voting share” has the meaning given by section 4(1) of the Companies Act 1967 but does not include a treasury share. |
(2) A reference in this Part to the control of a percentage of the voting power in a designated entity is to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in —| (a) | a general meeting of the designated entity; or | | (b) | in the case of a designated entity that is a business trust — a general meeting of the unitholders of the business trust. |
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| (3) In ascertaining a person’s control of the percentage of the total number of votes that might be cast at a general meeting mentioned in subsection (2), the number of votes that the person is entitled to cast at the meeting by reason of having been appointed a proxy or representative to vote at the meeting is to be disregarded. |
(4) In this Part —| (a) | a reference to a chairperson of a board of directors includes an individual (by whatever name called) acting in that capacity; | | (b) | a reference to the business or operations of an entity that is a business trust is to the business or operations (as the case may be) carried on by the trustee-manager of the business trust on behalf of the business trust; and | | (c) | a reference to a condition imposed by the Authority includes a condition added or varied by the Authority. [Act 20 of 2024 wef 01/04/2025] |
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| Meaning of “5% controller” |
56B.—(1) Subject to subsection (2), in this Part, a reference to a “5% controller” of an entity is to a person who, alone or together with that person’s associates —| (a) | holds 5% or more, but less than 25%, of the total equity interests in that designated entity; or | | (b) | is in a position to control 5% or more, but less than 25%, of the voting power in that designated entity. |
(2) Where an entity is an airport licensee or a designated business trust (and not also a designated entity), a reference to a “5% controller” of that entity is to a person who, alone or together with that person’s associates —| (a) | holds 5% or more of the total equity interests in that entity; or | | (b) | is in a position to control 5% or more of the voting power in that entity. |
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(3) Despite subsection (2) —| (a) | the Minister may, by order in the Gazette, vary the definition of “5% controller” under subsection (2) by specifying a higher percentage of the total equity interests in or of the voting power in an airport licensee or a designated business trust; and | | (b) | any reference in this Part to a “5% controller” in relation to an entity that is an airport licensee or a designated business trust (and not also a designated entity) is to a person who, alone or together with the person’s associates —| (i) | holds that specified higher percentage or more of the total equity interests in; or | | (ii) | is in a position to control that specified higher percentage or more of the voting power in, |
| the airport licensee or designated business trust. |
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| (4) In making any order under subsection (3), the Minister may provide for such saving and transitional provisions as he or she thinks fit. |
| (5) Every order made under subsection (3) must be presented to Parliament as soon as possible after publication in the Gazette. [Act 20 of 2024 wef 01/04/2025] |
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| What holding an equity interest means |
56C.—(1) In this Part, a person holds an equity interest if the person —| (a) | has or is deemed to have an equity interest in accordance with subsections (2) to (8); or | | (b) | otherwise has a legal or equitable interest in that equity interest, |
| (c) | any interest to be disregarded under section 7(9) of the Companies Act 1967; | | (d) | any interest in a share held by a person whose ordinary business includes the lending of money if the person holds the interest as a loan security; | | (e) | any interest in a share held by a person, being an interest held by the person because the person holds a prescribed office; | | (f) | any interest of a prescribed kind in a share, being an interest held by such persons as are prescribed; | | (g) | any interest in a share held by the Government or the Minister for Finance in his or her corporate capacity; | | (h) | any equity interest of a prescribed kind in a company, being an equity interest held by a prescribed person; or | | (i) | any interest prescribed under section 102 as an interest that is to be disregarded. |
(2) For the purposes of this Part, if —| (a) | a person holds an interest in a share as a loan security; | | (b) | the ordinary business of the person includes the lending of money; | | (c) | the loan security is enforced; | | (d) | as a result of the enforcement of the loan security, the person becomes the holder of the share; and | | (e) | the person holds the share for a continuous period (called the holding period) beginning at the time when the security was enforced, |
| the person’s interest in the share is to be disregarded at all times during so much of the holding period as occurs during whichever of the following periods is applicable: |
| (f) | the period of 90 days beginning when the security was enforced; | | (g) | if the Authority, by written notice given to the person, allows a longer period, the end of that longer period. |
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| (3) Subject to subsection (4), a person has an equity interest if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, that equity interest. |
| (4) It is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, the equity interest mentioned in subsection (3) is, or is capable of being made, subject to restraint or restriction. |
| (5) It is immaterial, for the purposes of determining whether a person has an equity interest, that the interest cannot be related to a particular share, an interest or a right that gives its holder voting power, or a unit of a business trust, as the case may be. |
(6) A person is deemed to have an equity interest if —| (a) | any property held in trust consists of or includes the equity interest; and | | (b) | the person knows, or has reasonable grounds for believing, that the person has an interest under that trust. |
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(7) A person is also deemed to have an equity interest if that person —| (a) | has entered into a contract to purchase the equity interest; | | (b) | has a right, otherwise than by reason of having an interest under a trust, to have the equity interest transferred to (or to the order of) that person, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; | | (c) | has the right to acquire the equity interest under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or | | (d) | is entitled (otherwise than by reason of having been appointed a proxy or representative) to vote at —| (i) | a general meeting of the designated entity; or | | (ii) | in the case of a designated entity that is a business trust — a general meeting of the unitholders of the business trust, |
| to exercise or control the exercise of a right attached to the equity interest, not being an equity interest in which that person has a legal or equitable interest. |
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| (8) For the purposes of subsection (7)(c), a person is entitled to acquire anything if the person is absolutely or contingently entitled to acquire it, whether because of any constituent document of an entity, the exercise of any right or option or for any other reason. |
| (9) A person is not to be deemed as not having an equity interest by reason only that the person has the equity interest jointly with another person. |
(10) An equity interest is not to be disregarded by reason only of —| (a) | its remoteness; | | (b) | the manner in which it arose; or | | (c) | the fact that the exercise of a right conferred by the equity interest is, or is capable of being made, subject to restraint or restriction. [Act 20 of 2024 wef 01/04/2025] |
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| Meanings of “associate”, “related corporation”, “subsidiary” and “holding company” |
56D.—(1) In this Part, a person (A) is an associate of another person (B) if —| (a) | A is the spouse, or a parent, step-parent or remoter lineal ancestor, or a son, stepson, daughter, stepdaughter or remoter issue, or a brother or sister, of B; | | (b) | A is a partner of B in a partnership or limited liability partnership; | | (c) | A is a corporation of which B is an officer; | | (d) | B is a corporation of which A is an officer; | | (e) | A and B are officers of the same corporation; | | (f) | A is an employee of B; | | (g) | B is an employee of A; | | (h) | A and B are employees of the same employer; | | (i) | A is the trustee of a discretionary trust where B (or another person who is an associate of B by virtue of any paragraph, except this paragraph and paragraphs (j) and (r)) benefits, or is capable (whether by exercise of a power of appointment or otherwise) of benefitting, under the trust, either directly or through interposed entities or trusts; | | (j) | B is the trustee of a discretionary trust where A (or another person who is an associate of A by virtue of any paragraph, except this paragraph and paragraphs (i) and (r)) benefits, or is capable (whether by exercise of a power of appointment or otherwise) of benefitting, under the trust, either directly or through interposed entities or trusts; | | (k) | A is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B; | | (l) | B is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A; | | (m) | A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B; | | (n) | B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A; | | (o) | A is a related corporation of B; | | (p) | A is a corporation in which B, alone or together with other associates of B as described in paragraphs (b) to (o), is in a position to control at least 20% of the voting power in A; | | (q) | B is a corporation in which A, alone or together with other associates of A as described in paragraphs (b) to (o), is in a position to control at least 20% of the voting power in B; | | (r) | A is a person with whom B enters, or proposes to enter, into an agreement or arrangement (whether oral or in writing and whether express or implied) that relates to any of the following matters:| (i) | A and B being in a position, by acting together, to control any of the voting power in a designated entity; | | (ii) | A and B acting together with respect to the acquisition, holding or disposal of equity interests or other interests in a designated entity; | | (iii) | the power of A and B, by acting together, to appoint or remove —| (A) | a director of a designated entity; or | | (B) | in the case of a designated entity that is a business trust — a director of the trustee-manager of the business trust; |
| | (iv) | the situation where one or more of the directors of —| (A) | a designated entity; or | | (B) | in the case of a designated entity that is a business trust — the trustee-manager of the business trust, |
| are accustomed or under an obligation (whether formal or informal) to act in accordance with the directions, instructions or wishes of A and B acting together; |
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| | (s) | A controls more than half of the voting power of a holding company of B; | | (t) | B controls more than half of the voting power of a holding company of A; or | | (u) | A is related to B in such other manner as may be prescribed by regulations made under section 102. |
(2) A corporation (A) and another corporation (B) are deemed to be related to each other for the purposes of this section where A is —| (a) | the holding company of B; | | (b) | a subsidiary of B; or | | (c) | a subsidiary of the holding company of B. |
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(3) For the purposes of subsection (2), a corporation (A) is, subject to subsection (5), deemed to be a subsidiary of another corporation (B) if —| (a) | B controls the composition of the board of directors of A; | | (b) | B controls more than half of the voting power of A; or | | (c) | A is a subsidiary of any corporation which is B’s subsidiary. |
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(4) For the purposes of subsection (3), the composition of A’s board of directors is deemed to be controlled by B if B, by the exercise of a power exercisable by it without the consent or concurrence of any other person, can appoint or remove all or a majority of the directors, and for the purposes of this provision, B is deemed to have power to make such an appointment if —| (a) | a person cannot be appointed as a director without the exercise in the person’s favour by B of such a power; or | | (b) | a person’s appointment as a director follows necessarily from that person being a director or other officer of B. |
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(5) In determining whether one corporation (A) is the subsidiary of another corporation (B) —| (a) | any shares held or power exercisable by B in a fiduciary capacity is treated as not held or exercisable by B; | | (b) | subject to paragraphs (c) and (d), any shares held or power exercisable —| (i) | by any person as a nominee for B (except if B is concerned only in a fiduciary capacity); or | | (ii) | by, or by a nominee for, a subsidiary of B, not being a subsidiary which is concerned only in a fiduciary capacity, |
| is to be treated as being held or exercisable by B; |
| | (c) | any shares held or power exercisable by any person by virtue of the provisions of any debentures of A, or of a trust deed for securing any issue of such debentures, is to be disregarded; and | | (d) | any shares held or power exercisable by, or by a nominee for, B or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) is to be treated as not held or exercisable by B if the ordinary business of B or its subsidiary (as the case may be) includes the lending of money and the shares are so held or power is so exercisable by way of security only for the purposes of a transaction entered into in the ordinary course of that business. |
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| (6) A reference in this section to the holding company of a corporation is to a corporation of which the last mentioned corporation is a subsidiary. |
| (7) For the purposes of this section, the Depository is not to be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee. |
| (8) Regulations made under section 102 may provide that any person or class of persons are not associates of another person for the purposes of any provision of this Part. |
(9) In this section —| “Depository” has the meaning given by section 81SF of the Securities and Futures Act 2001; |
| “officer”, in relation to a corporation, means a director or secretary of, or any person employed in an executive capacity by, the corporation. [Act 20 of 2024 wef 01/04/2025] |
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| Division 2 — Control of ownership and management, etc., of airport licensees and designated business trusts |
[Act 20 of 2024 wef 01/04/2025] | Control of equity interest or voting control in airport licensee |
57.—(1) A person must not, whether through a series of transactions over a period of time or otherwise, become a 5% controller or an indirect controller of an airport licensee or a designated business trust without obtaining the prior written approval of the Authority.(2) The Authority may approve an application under subsection (1) if the Authority is satisfied that —| (a) | the person who is to be the 5% controller or an indirect controller of the airport licensee (as the case may be) is a fit and proper person; | | (b) | having regard to the person’s likely influence —| (i) | the airport licensee will continue to conduct its business prudently and comply with the provisions of this Act; or | | (ii) | the trustee-manager of the business trust will continue to conduct the business of the business trust prudently and comply with the provisions of this Act; and |
| | (c) | it is in the public interest to do so. |
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| (3) The approval of the Authority under this section may be granted subject to the prescribed conditions and such additional conditions as the Authority considers appropriate to impose in any particular case. |
| (4) Any condition subject to which the Authority’s approval under this section is granted has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed or other constitution of the airport licensee or the business trust. |
| (5) An airport licensee or the trustee-manager of a designated business trust (as the case may be) must within the prescribed time give written notice to the Authority if any person acquires equity interest in the airport licensee or designated business trust, whether through a series of transactions over a period of time or otherwise, that would result in the person becoming a 5% controller or an indirect controller of the airport licensee. |
(6) Any person who contravenes subsection (1) or (5) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual — to a fine not exceeding $500,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $50,000 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case — to a fine not exceeding $1 million and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part of a day during which the offence continues after conviction. |
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(7) Where a person is charged with an offence in respect of a contravention of subsection (1), it is a defence for the person to prove that —| (a) | the person was not aware that the person had contravened subsection (1); or | | (b) | the person has, within a period of 14 days after becoming aware that the person had contravened subsection (1), notified the Authority of the contravention and, within such time as the Authority may determine, taken such actions in relation to the person’s holding of equity interests or control of voting power in the airport licensee or the business trust as the Authority may direct. |
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(8) Where a person is charged with an offence in respect of a contravention of subsection (1), it is also a defence for the person to prove that, even though the person was aware of the contravention —| (a) | the contravention occurred as a result of an increase in the holding of equity interest, or in the voting power controlled, by any of the person’s associates in the airport licensee or designated business trust, as the case may be; | | (b) | the person has no agreement or arrangement, whether oral or in writing and whether express or implied, with that associate with respect to the acquisition, holding or disposal of equity interests or other interests in, or under which they act together in exercising their voting power in relation to, the airport licensee or the business trust; and | | (c) | the person has, within a period of 14 days after the date of the contravention, notified the Authority of the contravention and, within such time as the Authority may determine, taken such actions in relation to the person’s holding of equity interests or control of voting power in the airport licensee or the business trust as the Authority may direct. |
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(9) Where a person is charged with an offence in respect of a contravention of subsection (5), it is a defence for the person to prove that —| (a) | the person was not aware that the person had contravened subsection (5); and | | (b) | the person has, within a period of 5 days after becoming aware that the person had contravened subsection (5), notified the Authority of the contravention. |
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| (10) Except as provided in subsections (7) and (8), it is not a defence for a person charged with an offence in respect of a contravention of subsection (1) or (5) to prove that the person did not intend to or did not knowingly contravene subsection (1) or (5). |
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| Acquisition of airport licensee as going concern |
58.—(1) A person, whether or not the person has obtained any approval of the Authority under section 57(1) or is exempted from section 57(1), must not acquire as a going concern —| (a) | the business of an airport licensee (or any part thereof) conducted pursuant to its licence for an airport; or | | (b) | the business (or any part thereof) of a designated business trust relating to an airport or any part thereof in respect of which, wholly or in part, the business trust is established, |
| unless the person and the airport licensee, or the trustee-manager of the business trust (as the case may be) has obtained the prior written approval of the Authority. |
(2) The Authority may approve an application under subsection (1) if the Authority is satisfied that —| (a) | the person acquiring the business is a fit and proper person; | | (b) | the acquisition will not affect the security and reliability of the supply of airport services and facilities at the airport concerned to the public; and | | (c) | it is in the public interest to do so. |
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| (3) The approval of the Authority under this section may be granted subject to such conditions as the Authority considers appropriate. |
| (4) Any condition imposed by the Authority under this section has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed or other constitution of the airport licensee or the business trust. |
(5) An application for the Authority’s approval under subsection (1) must —| (a) | be made jointly by the person and by the airport licensee or the trustee-manager of the airport licensee that is a business trust, as the case may be; and | | (b) | be made in such form and manner as the Authority may specify. |
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(6) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual — to a fine not exceeding $500,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $50,000 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case — to a fine not exceeding $1 million and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part of a day during which the offence continues after conviction. |
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| Appointment of chief executive officer, director, etc., of airport licensee |
59.—(1) An airport licensee must not appoint a person as its chief executive officer, its director or the chairperson of its board of directors unless it has obtained the prior written approval of the Authority.| (2) Where a person has been appointed by an airport licensee as its chief executive officer, its director or the chairperson of its board of directors in contravention of subsection (1), the Authority may issue a direction to the airport licensee to remove the person as its chief executive officer, its director or the chairperson of its board of directors, as the case may be. |
| (3) This section has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, or other constitution, of the airport licensee. |
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60.—(1) The Authority may issue any direction to a person under subsection (2) or (3) if the Authority is satisfied that —| (a) | the person has contravened section 57(1) or 58(1); | | (b) | in the case of a person who has obtained the Authority’s approval under section 57(1) or who has been exempted from section 57(1) —| (i) | the person is not or ceases to be a fit and proper person; | | (ii) | having regard to the person’s likely influence, the airport licensee or the trustee-manager of the business trust that is a designated business trust (as the case may be) is not, or is no longer, likely to conduct the business of the airport licensee or business trust prudently or to comply with the provisions of this Act; or | | (iii) | it is not, or is no longer, in the public interest to allow the person to continue to be a 5% controller or an indirect controller, as the case may be; |
| | (c) | in the case of a person who has obtained the Authority’s approval under section 58(1) or who has been exempted from section 58(1), and who has acquired as a going concern a business mentioned in section 58(1) —| (i) | the person is not or ceases to be a fit and proper person; or | | (ii) | it is not, or is no longer, in the public interest to allow the person to continue to own or manage that business; |
| | (d) | any condition of approval imposed on the person under section 57 or 58 has not been complied with; | | (e) | the person has provided false or misleading information or documents in connection with the person’s application for approval under section 57 or 58; or | | (f) | the Authority would not have granted its approval under section 57 or 58 had it been aware, at that time, of circumstances relevant to the person’s application for such approval. |
(2) Where a person is a 5% controller or an indirect controller of an airport licensee or a designated business trust, the Authority may —| (a) | direct the person to take such steps as are necessary, within such period as the Authority may specify, to ensure that the person ceases to be a 5% controller or an indirect controller of the airport licensee or designated business trust; | | (b) | direct the transfer or disposal of all or any of the equity interest held by the person or any of the person’s associates (called in this section and section 61 the specified equity interest) within such time and subject to such conditions as the Authority considers appropriate; | | (c) | restrict the transfer or disposal of the specified equity interest; or | | (d) | make such other direction as the Authority considers appropriate. |
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(3) Where a person has acquired as a going concern a business mentioned in section 58(1), the Authority may —| (a) | direct the person to transfer or dispose of all or any part of the business within such time and subject to such conditions as the Authority considers appropriate; | | (b) | restrict the transfer or disposal of all or any part of the business; or | | (c) | make such other direction as the Authority considers appropriate. |
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| (4) Before issuing any direction to a person under subsection (2) or (3), the Authority must, unless the Authority decides that it is not practicable or desirable to do so, give to the person written notice of the Authority’s intention to issue the direction and specify a date by which the person may make written representations with regard to the proposed direction. |
| (5) Upon receipt of any written representation mentioned in subsection (4), the Authority must consider it for the purpose of determining whether to issue the direction. |
| (6) A person to whom a direction is issued under this section must comply with the direction. |
(7) A person who contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual — to a fine not exceeding $500,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $50,000 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case — to a fine not exceeding $1 million and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part of a day during which the offence continues after conviction. |
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| (8) The Authority may, at any time, rescind, vary or discharge any direction given by it under this section or suspend the operation of any such direction. |
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| Effect of remedial directions |
61.—(1) Any direction issued to a person under section 60 takes effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed or other constitution of the airport licensee.(2) Where any direction is issued under section 60(2)(a) or (b), despite the provisions of any other written law or anything contained in the memorandum or articles of association, trust deed or other constitution, of the airport licensee or the business trust, as the case may be —| (a) | no voting rights are exercisable in respect of the specified equity interest unless the Authority expressly permits such rights to be exercised; | | (b) | no equity interest of the airport licensee, the entity or the business trust may be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified equity interest unless the Authority expressly permits such issue or offer; and | | (c) | except in a winding up of the airport licensee, the entity or the business trust, no payment may be made by the airport licensee, the entity or the trustee-manager of the business trust of any amount (whether by way of dividends or otherwise) in respect of the specified equity interest unless the Authority expressly authorises that payment, |
| until the transfer or disposal is effected in accordance with the direction or until the direction is revoked, as the case may be. |
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| Head office to be in Singapore |
62.—(1) An airport licensee must ensure that its central management and control is ordinarily exercised at a place within Singapore.| (2) A contravention of subsection (1) does not affect the validity of any transaction. |
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| Restrictions on voluntary winding up, etc., of airport licensees and designated business trusts |
62A.—(1) Despite any other written law —| (a) | an airport licensee cannot be wound up voluntarily without the consent of the Authority; | | (b) | a person must not make any application under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to an airport licensee, unless that person has served 14 days’ notice in writing of that person’s intention to make that application on the Authority; | | (c) | no judicial management order under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 may be made in relation to an airport licensee without the consent of the Authority; | | (d) | no interim judicial manager or judicial manager may be appointed under section 94 of the Insolvency, Restructuring and Dissolution Act 2018 in respect of an airport licensee without the consent of the Authority; | | (e) | a designated business trust cannot be wound up voluntarily without the consent of the Authority; | | (f) | a person must not take any step to enforce any security over —| (i) | the property of an airport licensee; or | | (ii) | the trust property of a designated business trust, |
| unless that person has served 14 days’ notice in writing of that person’s intention to take that step on the Authority; and |
| | (g) | a person must not take any step to execute or enforce any judgment or order of court obtained against an airport licensee or a designated business trust unless that person has served 14 days’ notice in writing of that person’s intention to take that step on the Authority. |
(2) The Authority must be a party to —| (a) | any proceedings relating to the making of an order under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to an airport licensee; | | (b) | any proceedings relating to the making of a judicial management order under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to an airport licensee; | | (c) | any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of an airport licensee; and | | (d) | any proceedings before any court for the dissolution, winding up or termination (as the case may be) of a designated business trust. |
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| (3) A court must, when deciding any proceedings mentioned in subsection (2), take into consideration any representations made by the Authority in those proceedings. [Act 20 of 2024 wef 01/04/2025] |
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| Non-application and modification of Division 2 provisions in relation to Class 1 designated operating entities |
62B.—(1) Sections 57, 59, 60(1)(b) and (2), 61(2) and 62A do not apply to or in relation to any airport licensee or designated business trust that is also a Class 1 designated operating entity, starting on its effective designation date and while it remains so designated.(2) Section 58 applies to or in relation to an airport licensee or a designated business trust that is also a Class 1 designated operating entity with the following modifications, starting on its effective designation date and while it remains so designated:| (a) | the reference in section 58(1)(a) to the business of an airport licensee (or any part thereof) conducted pursuant to its licence for an airport is to such business (or any part thereof) of the airport licensee where the operation of the airport is not an essential transport service; | | (b) | the reference in section 58(1)(b) to the business (or any part thereof) of a designated business trust relating to an airport or any part thereof in respect of which, wholly or in part, the business trust is established is to such business (or any part thereof) where the operation of the airport is not an essential transport service. |
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(3) Section 60 applies to or in relation to an airport licensee or a designated business trust that is also a Class 1 designated operating entity with the following modifications, starting on its effective designation date and while it remains so designated:| (a) | the reference in section 60(1)(a) to section 57(1) or 58(1) is to section 58(1) as modified by subsection (2); | | (b) | the reference in section 60(1)(c) and (3) to a business mentioned in section 58(1) is to a business mentioned in section 58(1) as modified by subsection (2). [Act 20 of 2024 wef 01/04/2025] |
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| Division 3 — Control of ownership and management, etc., of designated entities |
| Subdivision (1) — Preliminary |
| Extraterritorial application of this Division |
63.—(1) Except where otherwise expressly provided, this Part applies to, and in relation to —| (a) | all individuals, whether resident in Singapore or not and whether citizens of Singapore or not; and | | (b) | all bodies corporate or unincorporate, whether incorporated, formed, established, or carrying on business in Singapore or not. |
| (2) Every person who, outside Singapore, commits an act or omission that, if committed in Singapore, would constitute an offence under this Part, is deemed to commit the act or omission in Singapore and may be proceeded against, charged, tried and punished accordingly. [Act 20 of 2024 wef 01/04/2025] |
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| Subdivision (2) — Designation of entities |
| Designation of designated operating entities and designated equity interest holders |
64.—(1) The Authority may by notification in the Gazette —| (a) | designate an entity that provides any essential transport service in Singapore, or any business trust through which any essential transport service is provided in Singapore, as a designated operating entity; or | | (b) | designate an entity that holds any equity interest in a designated operating entity as a designated equity interest holder, |
| if the Authority considers that the designation is necessary in the public interest. |
| (2) The Authority must inform the Minister of the Authority’s decision to designate an entity before publishing the notification under subsection (1) but the failure to do so does not invalidate the designation. |
(3) The notification under subsection (1) —| (a) | must specify the date on which the designation takes effect; and | | (b) | must be published in the Gazette at least 14 days before the date that the designation takes effect. |
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| (4) The Authority may by notification in the Gazette cancel a designation at any time. [Act 20 of 2024 wef 01/04/2025] |
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| Subdivision (3) — Control of designated entities |
| Notice to Authority by 5% controller of Class 2 designated operating entity or designated equity interest holder |
65.—(1) This section applies only in relation to a designated entity that is a Class 2 designated operating entity or a designated equity interest holder.| (2) If a person becomes a 5% controller of a designated entity on or after the effective designation date as a result of an increase in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, that person must within 7 days after becoming the 5% controller give written notice to the Authority of that fact. |
| (3) Any person who contravenes subsection (2) shall be guilty of an offence. |
(4) In any proceedings for a contravention of subsection (2), it is a defence for the accused to prove that the accused —| (a) | was not aware of the contravention when it occurred; and | | (b) | notified the Authority of the contravention within a period of 14 days after becoming aware of the contravention. |
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(5) In any proceedings for a contravention of subsection (2), it is also a defence for the accused to prove that, though the accused was aware of the contravention —| (a) | the contravention occurred as a result of an increase in the holding of equity interest, or in the voting power controlled, by any of the associates of the accused, in the designated entity; | | (b) | the accused has no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate with respect to the acquisition, holding or disposal of equity interests or other interests, or under which they act together in exercising their voting power, in relation to the designated entity; and | | (c) | the accused notified the Authority of the contravention within a period of 7 days after the contravention. |
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| (6) Except as provided in subsections (4) and (5), it is not a defence in any proceedings for a contravention of subsection (2) to prove that the accused did not intend to or did not knowingly contravene subsection (2). [Act 20 of 2024 wef 01/04/2025] |
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| Approvals of Authority in relation to equity interests and control of voting power in designated entities in certain cases |
66.—(1) Except with the prior written approval of the Authority, a person must not —| (a) | as a result of an increase in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, become a 5% controller, 25% controller, 50% controller or 75% controller of a Class 1 designated operating entity on or after the effective designation date; | | (b) | as a result of an increase in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, become a 25% controller, 50% controller or 75% controller of a Class 2 designated operating entity or designated equity interest holder on or after the effective designation date; or | | (c) | as a result of a decrease in the holding of equity interest, or in the voting power controlled, by that person or any associate of that person, cease to be a 25% controller, 50% controller or 75% controller of a designated entity on or after the effective designation date. |
| (2) Subsection (1) does not apply if the transaction through which a person becomes a 5% controller, 25% controller, 50% controller or 75% controller, or ceases to be a 25% controller, 50% controller or 75% controller, is entered into before the effective designation date. |
| (3) A person must not become an indirect controller of a designated entity on or after the effective designation date unless the person has obtained the prior written approval of the Authority. |
(4) The Authority may approve an application under subsection (1)(a) or (b) or (3) if the Authority is satisfied that —| (a) | the person who is to become a 5% controller, 25% controller, 50% controller, 75% controller or indirect controller of a designated entity and every associate of that person known to the Authority, are fit and proper persons; | | (b) | the provision of any essential transport service by the following (whichever is applicable) will continue to be secure and reliable:| (i) | the designated operating entity of which the person is to become a 5% controller, 25% controller, 50% controller, 75% controller or indirect controller; | | (ii) | the trustee‑manager of the designated operating entity of which the person is to become a 5% controller, 25% controller, 50% controller, 75% controller or indirect controller; | | (iii) | in the case where the person is to become a 5% controller, 25% controller, 50% controller, 75% controller or indirect controller of a designated equity interest holder — the designated operating entity, or the trustee-manager of the designated operating entity, in relation to which the designated equity interest holder is so designated; |
| | (c) | having regard to the influence of the person mentioned in paragraph (a) and every associate of that person known to the Authority, the following requirements are met:| (i) | if the designated entity is a designated operating entity — the designated operating entity or, if the designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; | | (ii) | if the designated entity is a designated equity interest holder —| (A) | the designated operating entity in respect of which the designated equity interest holder is so designated or, if that designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and | | (B) | the designated equity interest holder or, if the designated equity interest holder is a business trust, its trustee-manager, will continue to comply with the provisions of this Act; and |
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| | (d) | it is in the public interest to do so. |
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(5) The Authority may approve an application under subsection (1)(c) if the Authority is satisfied that —| (a) | the provision of any essential transport service by the following (whichever is applicable) will continue to be safe, reliable and efficient:| (i) | the designated operating entity of which the person is a 25% controller, 50% controller or 75% controller; | | (ii) | the trustee‑manager of the designated operating entity of which the person is a 25% controller, 50% controller or 75% controller; | | (iii) | in the case where the person is a 25% controller, 50% controller or 75% controller of a designated equity interest holder — the designated operating entity, or the trustee-manager of the designated operating entity, in relation to which the designated equity interest holder is so designated; |
| | (b) | in the case where the person is a 25% controller, 50% controller or 75% controller of a designated operating entity — the designated operating entity or, if the designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; | | (c) | in the case where the person is a 25% controller, 50% controller or 75% controller of a designated equity interest holder —| (i) | the designated operating entity in respect of which the designated equity interest holder is so designated or, if the designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and | | (ii) | the designated equity interest holder or, if the designated equity interest holder is a business trust, its trustee-manager, will continue to comply with the provisions of this Act; and |
| | (d) | it is in the public interest to do so. |
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(6) The Authority may —| (a) | grant an approval under this section subject to any conditions that the Authority considers appropriate to impose; and | | (b) | at any time add to, vary or revoke any condition so imposed. |
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| (7) Any condition imposed by the Authority under subsection (6) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution of the designated entity in relation to which the application for approval under subsection (1) or (3) is made. |
| (8) Any person who contravenes subsection (1) or (3), or who fails to comply with any condition imposed under subsection (6), shall be guilty of an offence. |
(9) In any proceedings for a contravention of subsection (1), it is a defence for the accused to prove that —| (a) | the accused was not aware of the contravention when it occurred; | | (b) | the accused notified the Authority of the contravention within a period of 14 days after becoming aware of the contravention; and | | (c) | if the Authority issued any direction under section 67E relating to the contravention —| (i) | the accused complied with the direction within the period determined by the Authority under that section; or | | (ii) | the period determined by the Authority under that section for compliance with the direction has not expired. |
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(10) In any proceedings for a contravention of subsection (1), it is also a defence for the accused to prove that even though the accused was aware of the contravention —| (a) | the contravention occurred as a result of an increase or a decrease in the holding of equity interest, or in the voting power controlled, by any of the associates of the accused, in the designated entity; | | (b) | the accused has no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate with respect to the acquisition, holding or disposal of equity interests or other interests, or under which they act together in exercising their voting power, in relation to the designated entity; | | (c) | the accused notified the Authority of the contravention within a period of 7 days after the contravention or breach; and | | (d) | if the Authority issued any direction under section 67E relating to the contravention —| (i) | the accused complied with the direction within the period determined by the Authority under that section; or | | (ii) | the period determined by the Authority under that section for compliance with the direction has not expired. |
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(11) In any proceedings for a contravention of subsection (3), it is a defence for the accused to prove that —| (a) | the accused was not aware of the contravention when it occurred; | | (b) | the accused notified the Authority of the contravention within a period of 14 days after the contravention; and | | (c) | if the Authority issued any direction under section 67E relating to the contravention —| (i) | the accused complied with the direction within the period determined by the Authority under that section; or | | (ii) | the period determined by the Authority under that section for compliance with the direction has not expired. |
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| (12) Except as provided in subsections (9), (10) and (11), it is not a defence in any proceedings for a contravention of subsection (1) or (3) to prove that the accused did not intend to or did not knowingly contravene subsection (1) or (3). [Act 20 of 2024 wef 01/04/2025] |
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| Appointment of chief executive officer, chairperson, director, etc., of designated entity |
67.—(1) A Class 1 designated operating entity or, in the case of a Class 1 designated operating entity that is a business trust, its trustee-manager, must not, on or after the effective designation date, appoint an individual as its chief executive officer, the chairperson of its board of directors or any of its directors, unless the Class 1 designated operating entity or the trustee-manager (as the case may be) has obtained the prior written approval of the Authority.| (2) A Class 2 designated operating entity or designated equity interest holder or, in the case of a Class 2 designated operating entity or designated equity interest holder that is a business trust, its trustee-manager, must not, on or after the effective designation date, appoint an individual as its chief executive officer or the chairperson of its board of directors unless the Class 2 designated operating entity, designated equity interest holder or trustee-manager (as the case may be) has obtained the prior written approval of the Authority. |
| (3) A person must not, on or after the effective designation date, be appointed as a manager of, or become a partner in, a limited liability partnership that is a designated entity unless the designated entity has obtained the prior written approval of the Authority. |
| (4) A person must not, on or after the effective designation date, become a partner in a partnership that is a designated entity unless the person has obtained the prior written approval of the Authority. |
(5) The Authority may —| (a) | grant an approval under this section subject to any conditions that the Authority considers appropriate to impose; and | | (b) | at any time add to, vary or revoke any condition so imposed. |
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| (6) Any person who contravenes subsection (1), (2), (3) or (4), or who fails to comply with any condition imposed under subsection (5), shall be guilty of an offence. |
| (7) This section has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution, of the designated entity or the trustee-manager of the designated entity in relation to which the application for approval under subsection (1), (2), (3) or (4) is made. [Act 20 of 2024 wef 01/04/2025] |
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| Acquisition of business of designated operating entity as going concern |
67A.—(1) A person must not, on or after the effective designation date, acquire as a going concern, a designated operating entity’s business of providing any essential transport service (or any part of such business) unless —| (a) | the person; and | | (b) | the designated operating entity or, if the designated operating entity is a business trust, its trustee-manager, |
| have obtained the prior written approval of the Authority. |
(2) An application for the Authority’s approval under subsection (1) must be —| (a) | made jointly by the persons mentioned in subsection (1)(a) and (b); and | | (b) | made in such form and manner as the Authority may specify. |
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(3) The Authority may approve an application under subsection (1) if the Authority is satisfied that —| (a) | the person acquiring the business or part is a fit and proper person; | | (b) | after the acquisition, the provision of the essential transport service mentioned in subsection (1) will continue to be secure and reliable; | | (c) | in the case where after the acquisition, the designated operating entity continues to carry on part of the business mentioned in subsection (1) — the designated operating entity or, if the designated operating entity is a business trust, its trustee-manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and | | (d) | it is in the public interest to do so. |
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(4) The Authority may —| (a) | grant an approval under this section subject to any conditions that the Authority considers appropriate to impose; and | | (b) | at any time add to, vary or revoke any condition so imposed. |
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| (5) This section has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution, of the designated operating entity. |
| (6) Any person who contravenes subsection (1), or who fails to comply with any condition imposed under subsection (4), shall be guilty of an offence. [Act 20 of 2024 wef 01/04/2025] |
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| Occurrence of certain events |
67B.—(1) A designated entity or, in the case of a designated entity that is a business trust, its trustee-manager, must notify the Authority of any of the following agreements at least 14 days before entering into the agreement:| (a) | in the case of a designated entity that is a designated operating entity — an agreement for the outsourcing of a material function performed by the designated operating entity in the provision of any essential transport service; | | (b) | any agreement prescribed under section 102. |
| (2) Subsection (1) does not apply in relation to any agreement entered into before the expiry of 14 days after the effective designation date. |
(3) A designated entity or, in the case of a designated entity that is a business trust, its trustee-manager, must notify the Authority of the occurrence of any of the following events within 7 days after becoming aware of the occurrence:| (a) | in the case of a designated entity that is a designated operating entity —| (i) | any civil or criminal proceedings (whether in Singapore or elsewhere) instituted against the designated entity or, if the designated entity is a business trust, its trustee-manager, that materially impedes or impairs the operations of the designated entity carried out in the course of providing any essential transport service; or | | (ii) | any other event or irregularity that materially impedes or impairs the operations of the designated entity carried out in the course of providing any essential transport service; |
| | (b) | the designated entity or, if the designated entity is a business trust, its trustee-manager, being or becoming, or being likely to become, insolvent; | | (c) | the designated entity or, if the designated entity is a business trust, its trustee-manager —| (i) | being wound up or subject to any receivership or judicial management order; or | | (ii) | entering into a compromise or scheme of arrangement; |
| | (d) | in the case of a designated entity that is a business trust — the business trust being wound up or deregistered or the making of an application for the deregistration of the business trust; | | (e) | any other event prescribed under section 102. |
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| (4) Subsection (3) does not apply where the designated entity or trustee-manager (as the case may be) becomes aware of the occurrence of the event before the effective designation date. |
| (5) The Authority may, upon receiving a notification under subsection (1) or (3) in relation to an agreement or the occurrence of an event, direct the designated entity or trustee-manager in question to submit to the Authority any information or document relating to the agreement or event within the period specified by the Authority. |
(6) Any person who —| (a) | contravenes subsection (1) or (3); | | (b) | fails to comply with a direction of the Authority under subsection (5); or | | (c) | submits any false or misleading information or document in compliance or purported compliance with a direction of the Authority under subsection (5), |
| shall be guilty of an offence. |
[Act 20 of 2024 wef 01/04/2025] |
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| Duty of designated entity or trustee-manager to report changes of equity and control of certain persons |
67C.—(1) If a designated entity or, in the case of a designated entity that is a business trust, its trustee-manager, becomes aware that —| (a) | a person has, on or after the effective designation date, become a 5% controller, 25% controller, 50% controller or 75% controller of the designated entity; | | (b) | a 25% controller, 50% controller or 75% controller of the designated entity has, on or after the effective designation date, ceased to be a 25% controller, 50% controller or 75% controller (as the case may be) of the designated entity; | | (c) | a person has, on or after the effective designation date, become an indirect controller of the designated entity; or | | (d) | in a case where the designated entity is a designated operating entity — a person has, on or after the effective designation date, acquired as a going concern, the designated operating entity’s business of providing any essential transport service (or any part of such business), |
| the designated entity or trustee-manager (as the case may be) must inform the Authority in writing within 7 days after becoming aware of that fact. |
| (2) A person who contravenes subsection (1) shall be guilty of an offence. [Act 20 of 2024 wef 01/04/2025] |
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| Restrictions on voluntary winding up, etc., of designated operating entities |
67D.—(1) Despite any other written law —| (a) | a designated operating entity that is a corporation or limited liability partnership cannot be wound up voluntarily without the consent of the Authority; | | (b) | a designated operating entity that is a partnership cannot be dissolved —| (i) | by a partner giving notice to the other partner or partners (as the case may be) of the partner’s intention to dissolve the partnership; or | | (ii) | by the partners agreeing to dissolve the partnership, |
| without the consent of the Authority; |
| | (c) | a designated operating entity that is a business trust cannot be wound up voluntarily without the consent of the Authority; | | (d) | a person must not make any application under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a designated operating entity that is a corporation, unless that person has served 14 days’ notice in writing of that person’s intention to make that application on the Authority; | | (e) | no judicial management order under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 may be made in relation to a designated operating entity that is a corporation without the consent of the Authority; | | (f) | no interim judicial manager or judicial manager may be appointed under section 94 of the Insolvency, Restructuring and Dissolution Act 2018 in respect of a designated operating entity that is a corporation without the consent of the Authority; | | (g) | a person must not take any step to enforce any security over —| (i) | the property of a designated operating entity; or | | (ii) | in the case of a designated operating entity that is a business trust — the trust property of the trust, |
| unless that person has served 14 days’ notice in writing of that person’s intention to take that step on the Authority; and |
| | (h) | a person must not take any step to execute or enforce any judgment or order of court obtained against a designated operating entity unless that person has served 14 days’ notice in writing of that person’s intention to take that step on the Authority. |
(2) The Authority must be a party to —| (a) | any proceedings relating to the making of an order under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a designated operating entity that is a corporation; | | (b) | any proceedings relating to the making of a judicial management order under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a designated operating entity that is a corporation; | | (c) | any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of a designated operating entity that is a company or an unregistered company; | | (d) | any proceedings under the Limited Liability Partnerships Act 2005 relating to the winding up of the affairs of a designated operating entity that is a limited liability partnership; and | | (e) | any proceedings before any court for the dissolution, winding up or termination (as the case may be) of any designated operating entity that is an entity not mentioned in paragraph (c) or (d). |
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| (3) A court must, when deciding any proceedings mentioned in subsection (2), take into consideration any representations made by the Authority in those proceedings. [Act 20 of 2024 wef 01/04/2025] |
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| Subdivision (4) — Remedial directions |
| Remedial directions relating to section 66 |
67E.—(1) Subsection (2), (3) or (4) applies if —| (a) | the Authority is satisfied that a person (called in this section a defaulter) —| (i) | has contravened section 66(1) or (3) or failed to comply with a condition imposed on that person under section 66(6); or | | (ii) | has provided false or misleading information or documents in connection with an application for approval under section 66(1) or (3); or |
| | (b) | the Authority would not have granted its approval under section 66(1) or (3) had it been aware, at the time of approval, of circumstances relevant to a defaulter’s application for such approval. |
(2) Where the defaulter is a 5% controller, 25% controller, 50% controller or 75% controller of the designated entity, the Authority may do any one or more of the following:| (a) | direct the defaulter to take such steps as are necessary, within the period specified by the Authority, to cease to be a 5% controller, 25% controller, 50% controller or 75% controller (as the case may be) of the designated entity; | | (b) | direct the transfer or disposal of all or any of the equity interests in the designated entity held by the defaulter or any of the defaulter’s associates (called in this section and section 67F the section 67E(2) equity interests), within such time and subject to such conditions as the Authority considers appropriate; | | (c) | restrict or prohibit the transfer or disposal of all or any of the section 67E(2) equity interests, subject to any conditions that the Authority considers appropriate; | | (d) | make any other direction that the Authority considers appropriate. |
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(3) Where, as a result of a person (called in this subsection the transferee) acquiring any equity interests from the defaulter who is a 25% controller, 50% controller or 75% controller of the designated entity (called in this section and section 67F the section 67E(3) equity interests), the defaulter ceases to be a 25% controller, 50% controller or 75% controller (as the case may be) of the designated entity, the Authority may do one or more of the following:| (a) | direct the transferee to take such steps as are necessary, within the period specified by the Authority, to cease to hold all or any of the section 67E(3) equity interests; | | (b) | direct the defaulter to take such steps as are necessary within the period specified by the Authority, to resume being a 25% controller, 50% controller or 75% controller (as the case may be) of the designated entity; | | (c) | direct the acquisition, transfer or disposal of all or any of the section 67E(3) equity interests within such time and subject to such conditions as the Authority considers appropriate; | | (d) | restrict or prohibit the transfer or disposal of all or any of the section 67E(3) equity interests, subject to any conditions that the Authority considers appropriate; | | (e) | make any other direction that the Authority considers appropriate. |
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(4) Where the defaulter is an indirect controller of the designated entity, the Authority may do one or both of the following:| (a) | direct the defaulter, or direct the designated entity or, if the designated entity is a business trust, its trustee-manager, to take such steps as are necessary, within the period specified by the Authority, to cease to be such an indirect controller or to cause the defaulter to cease to be such an indirect controller; | | (b) | make any other direction that the Authority considers appropriate. [Act 20 of 2024 wef 01/04/2025] |
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| Effect of remedial directions issued under section 67E, etc. |
67F.—(1) Any direction issued to a person, and any condition imposed, under section 67E(2) or (3) take effect, despite —| (a) | any other written law; | | (b) | anything in any listing rules as defined in section 2(1) of the Securities and Futures Act 2001; and | | (c) | the provisions of the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution of the designated entity in question. |
(2) Without affecting subsection (1), where any direction is issued under section 67E(2) or (3), then, until the direction is carried out or is suspended or revoked —| (a) | the voting rights in respect of the section 67E(2) equity interests or section 67E(3) equity interests that are subject to the direction are not exercisable, unless the Authority expressly permits those rights to be exercised; | | (b) | the voting power that the person to whom the direction is issued controls, whether alone or together with that person’s associates, in the designated entity is not exercisable, unless the Authority expressly permits that power to be exercised; | | (c) | no equity interest in the designated entity is to be issued or offered (whether by way of dividends or otherwise) in respect of the section 67E(2) equity interests or section 67E(3) equity interests that are subject to the direction, unless the Authority expressly permits that issue or offer; and | | (d) | no amount may be paid (whether by way of profits, income or otherwise) in respect of the section 67E(2) equity interests or section 67E(3) equity interests that are subject to the direction, unless the Authority expressly authorises such payment. |
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| (3) Subsection (2)(d) does not apply in the event of the winding up, dissolution, termination or deregistration of the designated entity. [Act 20 of 2024 wef 01/04/2025] |
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| Remedial directions relating to section 67 |
67G.—(1) Subsection (2) applies where —| (a) | an individual has been appointed in contravention of section 67(1) or (2), or a person has been appointed as a manager of or becomes a partner in a designated entity in contravention of section 67(3) or (4); | | (b) | any condition of approval imposed under section 67(5) has not been complied with; | | (c) | any of the following persons has provided false or misleading information or documents to the Authority in connection with an application for approval under section 67(1), (2), (3) or (4):| (i) | a designated entity; | | (ii) | the trustee-manager of a designated entity; | | (iii) | the person mentioned in section 67(4); or |
| | (d) | the Authority would not have granted its approval under section 67(1), (2), (3) or (4) had it been aware, at the time of approval, of circumstances relevant to a person’s application for such approval. |
(2) The Authority may issue a direction to the designated entity or trustee-manager in question (as the case may be) to do as follows (whichever is applicable):| (a) | remove the individual as the chief executive officer, the chairperson of the board of directors or a director of the designated entity or trustee-manager, as the case may be; | | (b) | remove the person as a manager of or partner in the designated entity. |
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| (3) A direction issued under this section (including a direction varied under section 67I(2)) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership, partnership contract, trust deed or other constitution, of the designated entity or trustee-manager in question. |
| (4) Nothing in subsection (2) is to be taken as depriving a person who is removed under that subsection of compensation or damages payable to the person in respect of the termination of his or her appointment as the chief executive officer, the chairperson of the board of directors, a director, or the person’s removal as a manager or partner. [Act 20 of 2024 wef 01/04/2025] |
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| Remedial directions relating to section 67A |
67H.—(1) Subsection (2) applies where —| (a) | a person has contravened section 67A(1); or | | (b) | where the Authority has granted its approval under section 67A(1) —| (i) | any condition of approval imposed under section 67A(4) has not been complied with; | | (ii) | either of the joint applicants mentioned in section 67A(1)(a) or (b) has provided false or misleading information or documents to the Authority in connection with the application for the approval; | | (iii) | the Authority would not have granted its approval under section 67A(1) had it been aware, at the time of approval, of circumstances relevant to the application for such approval. |
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(2) The Authority may —| (a) | direct the person who has acquired as a going concern the business or part of the business mentioned in section 67A(1) to transfer or dispose of all or any part of the business within such time and subject to such conditions as the Authority considers appropriate; | | (b) | prohibit or restrict the transfer or disposal of all or any part of the business; or | | (c) | issue any other direction that the Authority considers appropriate. |
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| (3) A direction issued under this section (including a direction varied under section 67I(2)) has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership, partnership contract, trust deed or other constitution, of the designated operating entity in question. [Act 20 of 2024 wef 01/04/2025] |
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| Other provisions relating to remedial directions |
67I.—(1) Before issuing any direction to a person under section 67E, 67G or 67H, the Authority must —| (a) | unless the Authority decides that it is not practicable or desirable to do so, give the person written notice of the Authority’s intention to issue the direction and specify a date by which the person may make written representations with regard to the direction; and | | (b) | consider every written representation from the person received on or before the specified date mentioned in paragraph (a). |
| (2) The Authority may, at any time, revoke, vary or discharge, or suspend the operation of, any direction given by it under section 67E, 67G or 67H. |
| (3) Any person who fails to comply with a direction issued by the Authority under section 67E, 67G or 67H (including a direction that is varied under subsection (2)) within the period specified by the Authority shall be guilty of an offence. [Act 20 of 2024 wef 01/04/2025] |
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| Subdivision (5) — Business continuity |
| Business continuity of designated operating entities |
67J.—(1) A designated operating entity or, in the case of a designated operating entity that is a business trust, its trustee-manager, must —| (a) | maintain at all times a plan of action (called in this section a business continuity plan) that sets out —| (i) | the procedures and establishes the systems necessary to restore the reliable and secure provision of any essential transport service provided by or through the entity in the event of any disruption to the operations of the designated operating entity carried out in the course of providing the essential transport service; and | | (ii) | such other matters as the Authority may specify; and |
| | (b) | submit a copy of the business continuity plan to the Authority for the Authority’s approval within such time specified by the Authority. |
(2) A designated operating entity or, in the case of a designated operating entity that is a business trust, its trustee-manager, must review the business continuity plan —| (a) | at such frequency as the Authority may specify; or | | (b) | in the absence of any specification by the Authority under paragraph (a) — once every 5 years. |
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| (3) A designated operating entity or, in the case of a designated operating entity that is a business trust, its trustee-manager, must as soon as practicable notify the Authority of any activation of its business continuity plan and of any action taken or intended to be taken to restore the reliable and secure provision of any essential transport service provided by or through the entity. |
| (4) A designated operating entity or, in the case of a designated operating entity that is a business trust, its trustee-manager, must within 14 days or any longer period that may be permitted by the Authority, inform the Authority of any material change to the business continuity plan and must submit a copy of the new or amended business continuity plan for the Authority’s approval. |
| (5) Any person who contravenes subsection (1), (2), (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 12 months or to both. [Act 20 of 2024 wef 01/04/2025] |
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| Subdivision (6) — Appeals under this Division |
67K.—(1) Any person who is aggrieved by a decision of the Authority —| (a) | to designate an entity under section 64; | | (b) | to refuse to grant an approval required under section 66, 67 or 67A; | | (c) | to impose, add to or vary any condition under section 66, 67 or 67A; or | | (d) | to issue a direction under section 67E, 67G or 67H or to vary a direction under section 67I(2), |
| may, within 14 days after being informed of the decision, appeal to the Minister whose decision is final. |
| (2) Despite the fact that any appeal under subsection (1)(c) is pending in relation to any direction under section 67E, 67G or 67H or any variation of a direction under section 67I(2), that direction or that direction as varied takes effect from the date specified by the Authority, unless the Minister otherwise directs. [Act 20 of 2024 wef 01/04/2025] |
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| Designation of others to hear appeals under this Division |
| 67L. The Minister may designate any Minister of State, Senior Minister of State, Parliamentary Secretary or Senior Parliamentary Secretary for his or her Ministry, to hear and determine, in the Minister’s place, any appeals or a specific appeal under section 67K; and any reference in that section to the Minister includes a reference to the Minister of State, Senior Minister of State, Parliamentary Secretary or Senior Parliamentary Secretary so designated for that appeal. [Act 20 of 2024 wef 01/04/2025] |
| Subdivision (7) — Penalties |
| Penalties under this Division |
67M. A person guilty of an offence under this Division (except the offence under section 67J(5)) shall be liable on conviction —| (a) | in the case of an individual — to a fine not exceeding $500,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $50,000 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case — to a fine not exceeding $1 million and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part of a day during which the offence continues after conviction. [Act 20 of 2024 wef 01/04/2025] |
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